Post-Closing Disputes Sample Clauses

Post-Closing Disputes. Except as set forth in Section 10.17, on or after the Effective Time, the parties hereto agree that all claims, controversies and disputes of any kind or nature relating in any way to the enforcement or interpretation of this Agreement or to the parties’ dealings, rights or obligations in connection herewith, shall be exclusively resolved by final and binding arbitration before Judicial Arbitration and Mediation Services (“JAMS”). The parties hereto further agree that any disagreement as to whether a particular type of claim, controversy or dispute is subject to arbitration shall, regardless of the nature of the dispute, be decided exclusively by the arbitrators, and not by a court, it being the parties’ intention that no dispute or controversy relating in any manner whatsoever to this Agreement or their dealings in connection herewith shall be submitted to litigation in a state or federal court. Each party hereto agrees that the award of the arbitrators shall be final, binding and non-appealable and shall be the sole and exclusive remedy between and among the parties regarding any matter presented to the arbitrator, regardless of the magnitude thereof. All arbitration proceedings shall be conducted pursuant to JAMS’ Streamlined Arbitration Rules and Procedures (“JAMS Rules”). Arbitration shall be conducted exclusively in Chicago, Illinois, before three (3) neutral arbitrators domiciled there, who shall be appointed by agreement of the parties or, in the event the parties are unable to agree on three (3) arbitrators within ten (10) calendar days following the commencement of the arbitration (or sooner if a party submits a request for injunctive or interim relief before an agreement on arbitrators has been reached), in accordance with JAMS Rule 12. The arbitrators shall award attorneys’ fees to the prevailing party, and shall have the discretion to make a full or partial award of attorneys’ fees based upon their determination of the extent to which a party achieved the relief sought in its pleadings or prevailed with respect to the issues in controversy. The arbitration, including the arbitration award, shall be governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.), and judgment upon the award may be confirmed and entered by any court having competent jurisdiction over the parties or their assets.
Sample 1
AutoNDA by SimpleDocs
Post-Closing Disputes. (i) The Parties agree that, following the Closing and except as otherwise set forth in Section 3.7 above and Section 11.4(c) below, any and all disputes, claims or controversies arising out of or relating to this Agreement, including, without limitation, any and all disputes, claims or controversies arising out of, in connection with or relating to (i) the relationship between or among the Parties hereunder, (ii) any Party’s rights or obligations hereunder, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.4(b), or (v) the power and authority of any arbitrator selected hereunder, shall be resolved through the procedures set forth in Sections 11.4(b)(ii), 11.4(b)(iii), and 11.4(b)(iv):
Sample 1
Post-Closing Disputes. If there is any Dispute (as defined in Section B of Exhibit E) asserted by either Party after the Closing Date, that Dispute must be resolved in accordance with the ADR Provisions set forth in Exhibit E. Each Party agrees that the ADR Provisions set forth in Exhibit E constitute the sole method of seeking redress against the other Party after the Closing Date.
Sample 1
Post-Closing Disputes. (i) If the Closing occurs, any controversy, claim or dispute arising out of or relating to this Agreement, the negotiation, validity or performance of this Agreement or the transactions contemplated hereby shall be resolved through binding arbitration.
Sample 1
Post-Closing Disputes. (i) The Parties agree that, following the Closing and except as otherwise set forth in Section 3.7 above and Section 11.4(c) below, any and all disputes, claims or controversies arising out of or relating to this Agreement, including, without limitation, any and all disputes, claims or controversies arising out of, in connection with or relating to (i) the relationship between or among the Parties hereunder, (ii) any Party’s rights or obligations hereunder, (iii) the validity or scope of any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.4(b), or (v) the power and authority of any arbitrator selected hereunder, shall be resolved through the procedures set forth in Sections 11.4(b)(ii), 11.4(b)(iii), and 11.4(b)(iv): (ii) In the event that any dispute, claim or controversy arising out of or relating to this Agreement is not solved by mutual agreement among the Parties, including the scope or applicability of this agreement to arbitrate, any Party may require another Party to submit the reasons for its position in a non-privileged writing to the Board of Directors of the Company, with a copy to the other Parties, and to enter into good-faith negotiations with the other Parties and the Directors for a period of thirty days following the date of such submission, in order to attempt to resolve such dispute, claim or controversy. (iii) If such dispute, claim or controversy cannot be resolved within such thirty-day period, any Party may elect to submit such dispute, claim or controversy to Judicial Arbitration and Mediation Services, Inc. (including its successor, “JAMS”) for mediation. If any Party so elects, the other Parties shall submit to mediation to be held in Chicago, Illinois. The Parties shall cooperate with each other and JAMS in selecting a mediator from JAMS’ panel of neutrals for Chicago, Illinois and in scheduling prompt mediation proceedings. If the Parties have not agreed on a mediator within one week of the mediation demand, JAMS shall be authorized to appoint a mediator forthwith. All offers, promises, conduct and statements, whether oral or written, made as part of the mediation by any of the Parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, will be confidential, privileged, not subject to discovery, and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the P...
Sample 1

Related to Post-Closing Disputes

  • Billing Disputes 7.6.3.1 Each Party agrees to notify the other Party upon the discovery of a billing dispute. In the event of a billing dispute, the Parties will endeavor to resolve the dispute within sixty (60) calendar days of the Xxxx Date on which such disputed charges appear. Resolution of the dispute is expected to occur at the first level of management resulting in a recommendation for settlement of the dispute and closure of a specific billing period. If the issues are not resolved within the allotted time frame, the following resolution procedure will begin:

  • Settlement of Disputes between a Contracting Party and an Investor of the other Contracting Party

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Payment Disputes We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

  • Settlement of Disputes; Arbitration 14.1 All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further allow the Executive to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that the Executive's claim has been denied.

  • Settlement of Dispute Any disputes under the Agreement shall be settled at first through friendly consultation between the parties hereto. In case no settlement can be reached through consultation, each party shall have the right to submit such disputes to China International Economic and Trade Arbitration Commission in Beijing. The Place of arbitration is Beijing. The arbitration award shall be final and binding on both parties.

  • Arbitration; Settlement of Disputes Any controversy, claim or cause of action brought by any party hereto against the Company arising out of or relating to the Shares or other Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, or the breach hereof or thereof, if so elected by the claimant, shall be settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The place of the arbitration shall be Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, and the language of the arbitration shall be English. The number of arbitrators shall be three, each of whom shall be disinterested in the dispute or controversy, shall have no connection with any party thereto, and shall be an attorney experienced in international securities transactions. Each party shall appoint one arbitrator and the two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal. If a dispute, controversy or cause of action shall involve more than two parties, the parties shall attempt to align themselves in two sides (i.e., claimant(s) and respondent(s)), each of which shall appoint one arbitrator as if there were only two parties to such dispute, controversy or cause of action. If such alignment and appointment shall not have occurred within thirty (30) calendar days after the initiating party serves the arbitration demand, the American Arbitration Association shall appoint the three arbitrators, each of whom shall have the qualifications described above. The parties and the American Arbitration Association may appoint from among the nationals of any country, whether or not a party is a national of that country. The arbitral tribunal shall have no authority to award any consequential, special or punitive damages or other damages not measured by the prevailing party’s actual damages and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Deposit Agreement.

  • Existing Discussions The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.2 and in the Confidentiality Agreement. The Company also agrees that it will (i) promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any of its Subsidiaries to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries and (ii) enforce and not waive the terms of any such confidentiality agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.